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Form 3 51Talk Online Education For: Mar 18 Filed by: Huang Jack Jiajia

March 18, 2026 5:43 PM
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Huang Jack Jiajia
(Last) (First) (Middle)
6 SHENTON WAY, #38-01 OUE DOWNTOWN
(Street)
SINGAPORE 068809
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026 		3. Issuer Name and Ticker or Trading Symbol
51Talk Online Education Group [ COE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
 5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Ordinary Shares (1) 7,297,560
D
Class A Ordinary Shares (1) 41,563,800
I
By Dasheng Global Limited (2)
Class A Ordinary Shares (1) 23,391,300
I
By HH Talent Limited (3)
Class A Ordinary Shares (1) 432,900
I
By Spouse (4)
Class B Ordinary Shares 30,390,321
I
By Dasheng Global Limited (2)
Class B Ordinary Shares 15,535,423
I
By Dasheng Online Limited (2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Share Units (RSUs) 03/30/2026 06/30/2033 Class A Ordinary Shares 275,000 (5) I By Dasheng Global Limited (2)
Restricted Share Units (RSUs) 06/30/2026 06/30/2033 Class A Ordinary Shares 275,000 (5) I By Dasheng Global Limited (2)
Restricted Share Units (RSUs) 05/18/2026 02/18/2035 Class A Ordinary Shares 137,500 (5) I By Dasheng Global Limited (2)
Restricted Share Units (RSUs) 08/18/2026 02/18/2035 Class A Ordinary Shares 137,500 (5) I By Dasheng Global Limited (2)
Restricted Share Units (RSUs) 11/18/2026 02/18/2035 Class A Ordinary Shares 137,500 (5) I By Dasheng Global Limited (2)
Restricted Share Units (RSUs) 02/18/2027 02/18/2035 Class A Ordinary Shares 137,500 (5) I By Dasheng Global Limited (2)
Restricted Share Units (RSUs) 05/18/2027 02/18/2035 Class A Ordinary Shares 137,500 (5) I By Dasheng Global Limited (2)
Restricted Share Units (RSUs) 08/18/2027 02/18/2035 Class A Ordinary Shares 137,500 (5) I By Dasheng Global Limited (2)
Restricted Share Units (RSUs) 11/18/2027 02/18/2035 Class A Ordinary Shares 137,500 (5) I By Dasheng Global Limited (2)
Restricted Share Units (RSUs) 02/18/2028 02/18/2035 Class A Ordinary Shares 137,500 (5) I By Dasheng Global Limited (2)
Explanation of Responses:
1. The Class A ordinary shares are held in the form of American depositary shares. Each American depositary share represents sixty Class A ordinary shares.
2. Each of Dasheng Global Limited and Dasheng Online Limited is a British Virgin Islands company. The reporting person is the sole director of Dasheng Global Limited, and Ms. Ting Shu, who is the spouse of the reporting person, is the sole director of Dasheng Online Limited. Each of Dasheng Global Limited and Dasheng Online Limited is wholly beneficially owned by Dasheng International Holdings Limited, which is in turn wholly owned by TB Family Trust, for which TMF (Cayman) Ltd. acts as the trustee (the "Trustee"). S.B. Vanwall Ltd., appointed by the Trustee, is the sole director of Dasheng International Holdings Limited. The settlors of TB Family Trust are reporting person and Ms. Ting Shu. The reporting person, Ms. Ting Shu and their family members are beneficiaries under TB Family Trust. As a result, both reporting person and Ms. Ting Shu are deemed to be beneficial owners of the shares directly held by Dasheng Global Limited and Dasheng Online Limited.
3. HH Talent Limited is a British Virgin Islands company. The reporting person is the sole director of HH Talent Limited. HH Talent Limited is wholly beneficially owned by HH Talent Holdings Limited, which is in turn wholly owned by HH Talent Trust, for which the Trustee (as defined above) also acts as the trustee. S.B. Vanwall Ltd., appointed by the Trustee, is the sole director of HH Talent Holdings Limited. The settlor of HH Talent Trust is the reporting person. The reporting person and his family members are beneficiaries under HH Talent Trust. As a result, the reporting person is deemed to be beneficial owners of the shares directly held by HH Talent Limited.
4. The reporting person disclaims beneficial ownership of the shares held by his spouse except to the extent of his pecuniary interest, if any, and this report should not be deemed an admission that the reporting person is the beneficial owner of his spouse's shares for purposes of Section 16 or for any other purpose.
5. Represents RSUs granted to the reporting person pursuant to the issuer's share incentive plans. Each RSU represents the contingent right to receive one (1) class A ordinary share of issuer upon vesting.
/s/ Jack Jiajia Huang 03/18/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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